UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01 | Other Events. |
On August 23, 2024, Park-Ohio Holdings Corp., an Ohio corporation (the “Company”), completed the issuance and sale of 341,997 shares of the Company’s common stock, par value $1.00 per share (the “Shares”), at a price of $29.24 per share pursuant to a Stock Purchase Agreement, dated August 21, 2024 (the “Offering”).
The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-279399), declared effective by the Securities and Exchange Commission (the “SEC”) on May 23, 2024, and related prospectus supplement, dated August 21, 2024, filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act of 1933, as amended.
A copy of the opinion of Jones Day relating to the validity of the Shares is filed with this Current Report on Form 8-K as Exhibit 5.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 5.1 | Opinion of Jones Day | |
| 23.1 | Consent of Jones Day (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Park-Ohio Holdings Corp. | |||||
| (Registrant) | ||||||
| Dated: August 23, 2024 |
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/s/ Robert D. Vilsack | ||||
| Robert D. Vilsack | ||||||
| Chief Legal & Administrative Officer, Corporate Secretary | ||||||